Applied Project Management Systems, Inc. (APMS, Inc) dba PM-ESSENTIALS LICENSE AGREEMENT
IMPORTANT - PLEASE READ CAREFULLY BEFORE USING OUR TEMPLATES.
It is recommended that you print out this agreement for your records.
PROPERTY OF PM-ESSENTIALS:
A copy of each of our templates may be obtained by downloading them from our server. The copyright and any other intellectual property rights in the templates are, and remain, the property of pm-essentials. Only by accepting all the terms and conditions set forth below are you authorized to use the templates.
You acknowledge acceptance of this license, and represent your authority to do so, by clicking on the "ACCEPT" button at the end, and/or by downloading and/or using the templates. Failure to accept these terms and conditions will indicate rejection.
1. TERMS AND DEFINITIONS
The specified terms shall have the following meanings unless the context indicates otherwise;
“Licensed Product” means each Template and its related Instructions and their Updates; “Template” means any template and Update to that template that is offered in the Fee Schedule. “Fee Schedule” means the list of Templates and associated Fees offered by PM-Essentials. “Fees” means the monies paid to PM-Essentials in accordance with the Fee Schedule; “Instructions" are the user instructions for each Template; “Updates” mean modifications or upgrades of the Templates or Instructions. “Derived Work” or “New Content” means any modification to the Licensed Product by the Licensee. “Licensee” means the individual identified as the authorized User who may alter, modify, or otherwise use a Template. “Original Content” means the Template and the content of the Template as downloaded from PM-Essentials. “You” or “Your” means you personally, if you are an individual, or the Authorized User, if you are a company or other non personal entity. 2. GRANT OF LICENSE
Upon payment of applicable fees, PM-Essentials grants you, and your authorized Users, a non-transferable and non-exclusive right and license to the Licensed Product(s).
Licensee and its authorized Users acknowledge that the copyright and title to the Licensed Product(s) and any trademarks or service marks relating thereto remain with PM-Essentials. All rights in Original Content not expressly granted to you in this Agreement are reserved by PM-Essentials. There are no implied licenses under this Agreement. You may download and use one copy of each template and the appropriate instructions. You may make one copy of each template for back up purposes, keeping it in your possession. You may use the template to create documentation specific to your needs. (Derived Work.) You shall maintain accurate and complete records of the number and location of the copies of the Licensed Product(s) and supply such records to PM-Essentials immediately upon request. 3. LICENSEE'S OBLIGATIONS
With regard to Licensee’s Obligations:
You are responsible for the use and control of the Licensed Product(s) in accordance with the terms of this agreement. You shall not sell, sub-license, lease, hire out, share use of or rent the Licensed Product(s) or transmit the Licensed Product(s) to any third party. You shall not use the Licensed Product(s) to provide to any other party any form of consulting, service-bureau, time-sharing services, or services of any other kind unless you have paid PM-Essentials the respective fee, if any, for such use. 4. DERIVED WORK AUTHORIZATIONS AND RESTRICTIONS
With regard to Derived Work:
Original Content may be modified and New Content added for business, personal, educational or governmental purposes all of which now are considered Derived Work. PM-Essentials’ copyrights, trademarks or service marks relating thereto shall be deleted from any Derived Work. 5. UPDATES OF LICENSED PRODUCT(S)
With regard to Updates:
PM-Essentials may, from time to time, make available Template updates. If so, any additional terms and conditions for obtaining and using them will be notified on PM-Essentials’ website. You are not required to use the current release of the Licensed Product(s). PM-Essentials will not be responsible for your use of any Licensed Product(s) that have been updated. 6. PROTECTION OF PROPRIETARY RIGHTS
In order to protect the proprietary rights of PM-Essentials, Licensee shall:
Permit representatives of PM-Essentials reasonable entry (during normal working hours) to the premises where Licensed Product(s) and/or Original Content are kept, stored or used to inspect your records of use. PM-Essentials will make every effort to minimize disruption to your business activities during such inspection. Other than as described in Section 4. (DERIVED WORK AUTHORIZATIONS AND RESTRICTIONS), you shall not alter or remove any detail of ownership, copyright, trademark or other proprietary right connected with the Licensed Product(s) and shall reproduce them exactly on any copies. 7. WARRANTY
With regard to PM-Essentials Products:
You acknowledge that your decision to acquire the Licensed Product(s) from Pm-essentials was independently made based solely on information stated on the PM-Essentials web site. No warranty is made by PM-Essentials that the Licensed Product(s) are error free, free from viruses, or suitable for your purposes. Any statement, condition or warranty, express or implied, statutory or otherwise, as to the quality or suitability or fitness for any particular purpose of the Licensed Product(s) is excluded to the fullest extent permitted by law. Should any statute imply terms into this agreement which must be lawfully included, PM-Essentials’ responsibility for implementation of any such implied term will be limited, at PM-Essentials’ option, to any one or more of the following: 1. replacing the goods to which the breach relates or the supply of equivalent goods; 2. repairing such goods; 3. paying the cost of replacing the goods or of acquiring equivalent goods; 4. paying the cost of having the goods repaired; or 5. refunding the relevant Fee. 8. LIABILITY
With regard to Liability:
Neither PM-Essentials nor its suppliers, under any circumstances, shall be liable for any loss or damage whatsoever arising out of use or inability to use the Licensed Product(s), even if advised of the possibility of such loss or damage. This includes without limitation, special, indirect or consequential damages, damages for loss of profits, interruption, loss of information, or other monetary loss. Because some jurisdictions do not allow an exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. 9. FEES
With regard to Fees:
A separate license and Fee are required for each User of the Licensed Product(s) and Original Content. You shall promptly pay any increase in the Fees due to an increase in the number of Users. That increase shall be calculated as set out on PM-Essentials’ website. If PM-essentials discovers that you have under paid the Fees, PM-Essentials may, in addition to its other rights and remedies, charge you for its reasonable costs and expenses incurred in conducting any audit and recovering moneys. The Fees are expressed in US dollars and are inclusive of taxes and duties. 10. VIOLATION AND TERMINATION
With regard to termination:
If you violate any of the terms of this agreement, PM-Essentials may, without prejudicing its other rights and remedies, immediately terminate this agreement by written notice to you without incurring liability for such termination. If you violate any of the terms of this agreement which can be remedied and fail to remedy it within thirty calendar days of receiving a written notice requiring it to be remedied, PM-Essentials may terminate this agreement. Upon termination of this agreement (for whatever reason) you shall promptly delete all copies of all Licensed Product(s) from all computers and return to PM-Essentials all other copies of the Licensed Product(s). 11. CONFIDENTIALITY
With regard to confidentiality;
Pm-essentials has given to you certain confidential information relating to the Licensed Products: Periodically you may be given additional confidential information, all of which you shall use solely within the terms of this agreement. You shall not disclose, whether directly or indirectly, to any third party, such information other than is required to carry out the purposes of this agreement. In the event of such disclosure, you will require such third parties to abide by the same confidentiality requirements that you are bound by. 12. FORCE MAJEURE
Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control. Such conditions include, but are not limited to, Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.
13. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written.
If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
No modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of PM-Essentials and Licensee.
Neither party may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.
Any notice to be served on either of the parties by the other shall be sent by pre-paid recorded delivery or registered mail or by fax or by electronic mail and shall be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by facsimile transmission or by electronic mail to the correct facsimile number (with correct answerback) or correct electronic mail number of the addressee.
19. LAW AND DISPUTES
This Agreement shall be interpreted and construed according to, and governed by, the laws Texas, excluding any such laws that might direct the application of the laws of another jurisdiction. The federal or state courts located in Texas shall have jurisdiction to hear any dispute under this Agreement.